Exhibit 10.2
DEBT SETTLEMENT AGREEMENT
DEBT SETTLEMENT AGREEMENT ("AGREEMENT"), dated as of April 4, 2011, by and
between American Paramount Gold Corp., a Nevada corporation (the "COMPANY"), and
Investors Resource Group, a business domiciled in the State of Florida, ("IRG")
(together hereinafter referred to as the "PARTIES").
RECITALS
This contract is made with reference to the following facts:
A. Pursuant to a Consulting Agreement (the "CONSULTING AGREEMENT") between IRG
and the Company dated April 30 ,2010, IRG has provided and continues to provide
certain general business management, administration, investor relations,
development and marketing consulting services (the "SERVICES") to the Company.
B. Effective April 30, 2011, compensation in the amount of $180,000 payable to
IFG will have accrued pursuant to the Consulting Agreement, (the "OUTSTANDING
COMPENSATION") which Outstanding Compensation remains unpaid.
C. The Company wishes to issue to IFG, and IFG accepts, in full satisfaction of
the Outstanding Compensation, 500,000 restricted common shares in the capital
stock of the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and IRG hereby agree
as follows:
1. SETTLEMENT OF OUTSTANDING COMPENSATION. In full satisfaction of the
Outstanding Compensation and all Services rendered and to be rendered by IRG
under the Consulting Agreement during the period from April 30, 2010 through
April 30, 2011, the Company agrees to issue to IRG, and IRG accepts, 1,200,000
restricted common shares in the capital stock of the Company (the "Compensation
Shares"). IRG agrees that the issuance of the compensation shares shall be
subject to IRG executing a subscription agreement in a form approved by the
Company. The parties acknowledge and agree that the fair market value of the
Company's common stock, as indicated by the closing price of the Company's
common stock on the OTC Bulletin Board on April 8, 2011, was $0.135 per share.
2. RELEASE. IRG hereby agrees that, subject to delivery of the Compensation
Shares by the Company in accordance with the provisions of this Agreement, the
Outstanding Compensation and all obligations of the Company under the Consulting
Agreement are fully satisfied and extinguished, and IRG hereby remises, releases
and forever discharges the Company and its directors, officers, employees,
successors, solicitors, agents and assigns from any and all obligations relating
to the Consulting Agreement.
3. RESTRICTIVE LEGEND. The share certificates representing the Compensation
Shares to be issued to IRG will bear a legend substantially in the following
form:
"THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY."
4. IRG'S Representations and Warranties.
IRG hereby acknowledges, represents and warrants to, and agrees with, the
Company as follows:
(a) IRG is acquiring the Compensation Shares for IRG's own account as
principal, for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in such Securities.
(b) IRG acknowledges its understanding that the issuance of the
Compensation Shares is intended to be exempt from registration under the Act by
virtue of Section 4(2) of the Securities Act of 1933, as amended (the "Act") and
the provisions of Regulation D thereunder.
(c) IRG has the financial ability to bear the economic risk of his
investment, has adequate means for providing for his current needs and personal
contingencies and has no need for liquidity with respect to his investment in
the Company.
(d) IRG is an "Accredited Investor" as that term is defined in Rule
501(a) of Regulation D under the Act (17 C.F.R. 230.501(a)).
(e) IRG has made an independent investigation of the Company's
business, been provided an opportunity to obtain additional information
concerning the Company as IRG deems necessary to make an investment decision and
all other information to the extent the Company possesses such information or
can acquire it without unreasonable effort or expense.
(f) IRG represents, warrants and agrees that IRG will not sell or
otherwise transfer the Compensation Shares unless registered under the Act or in
reliance upon an exemption there from, and fully understands and agrees that IRG
must bear the economic risk of his purchase for an indefinite period of time
because, among other reasons, the Compensation Shares or underlying securities
have not been registered under the Act or under the securities laws of certain
states and, therefore, cannot be resold, pledged, assigned or otherwise disposed
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of unless they are subsequently registered under the Act and under the
applicable securities laws of such states or an exemption from such registration
is available. IRG also understands that the Company is under no obligation to
register the Compensation Shares on his behalf or to assist IRG in complying
with any exemption from registration under the Act. IRG further understands that
sales or transfer of the Compensation Shares is restricted by the provisions of
state securities laws.
(g) IRG has not transferred or assigned an interest in the Outstanding
Compensation to any third party.
(h) The foregoing representations, warranties and agreements shall
survive the delivery of the Securities under this Agreement.
5. Company Representations, Warranties and covenants.
The Company hereby acknowledges, represents and warrants to IRG that the
Company has been duly organized, validly exists and is in good standing under
the laws of the State of Nevada. The Company has full corporate power and
authority to enter into this Agreement and this Agreement has been duly and
validly authorized, executed and delivered by the Company and is a valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as such enforcement may be limited by the United States
Bankruptcy Code and laws effecting creditors rights, generally.
6. NOTICES.
Whenever the Company or IRG shall desire to give or serve any notice,
demand, request or other communication with respect to this Agreement, each such
notice shall be in writing and shall be effective only if the same is delivered
by personal service, by telefax or mailed by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:
If to Consultant,
Investors Resource Group
0000 X. Xxxxxxx Xxx. #000
Xxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxx
email: xxxxxxxx@xxxx.xxx
If to Company:
American Paramount Gold Corporation
000 Xxxx Xxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX X0X 0X0
Attention: Xxxx Xxxx
Email: xxxxx@xxxxxxxxxxxxxxxxxxxxx.xxx
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Any such notice delivered personally shall be deemed to have been received
upon delivery. Any such notice sent by telefax shall be presumed to have been
received by the addressee one (1) business day after its acceptance for sending
by an authorized carrier thereof. Any such notice sent by mail shall be presumed
to have been received by the addressee three (3) business days after posting in
the United States or Canadian mail. Any party to whom any such notice is to be
sent hereunder may change its address by giving the other such parties written
notice of its new address as herein provided.
7. Miscellaneous.
(a) Modification. Neither this Agreement nor any provisions hereof
shall be modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination is
sought.
(b) Counterparts. This Agreement may be executed through the use of
separate signature pages or in any number of counterparts, and each of such
counterparts shall, for all purposes, constitute one agreement binding on all
the parties, notwithstanding that all parties are not signatories to the same
counterpart.
(c) Binding Effect. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives and
assigns.
(d) Entire Agreement. This instrument contains the entire agreement of
the parties, and there are no representations, covenants or other agreements
except as stated or referred to herein.
(e) Applicable Law and Venue. This Agreement shall be governed and
construed under the laws of the State of Nevada, without regard to conflicts of
laws principles. The Company hereby consents to the jurisdiction of any
competent court within the State of Nevada and consents to service of process by
any means authorized by Nevada law in any action brought under or arising out of
this Guaranty.
(f) Legal Fees. The Parties agree that they shall be individually
responsible for their respective legal fees that may arise as a result of the
review and execution of this Agreement.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Company and IRG have caused this Agreement to be
executed and delivered by their respective officers, thereunto duly authorized.
AMERICAN PARAMOUNT GOLD CORP.
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Chairman and CEO
INVESTOR RESOURCE GROUP
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Title: Principal
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